G2M Cap closes QT with Wishpond Technologies

Executive Summary

• SalesCloser Technologies Ltd. (formerly G2M Cap Corp.) completed a qualifying transaction via a three-cornered amalgamation, acquiring all securities of SalesCloser from Wishpond Technologies Ltd., resulting in SalesCloser becoming a publicly traded company on the TSX Venture Exchange under the symbol SCAI.
• The transaction included a $5.45-million (CAD) oversubscribed concurrent private placement and the conversion of bridge notes, raising a total of $7 million (CAD) in capital to accelerate product innovation and go-to-market scaling.
• Wishpond retains a 63.3% ownership stake in the resulting issuer, with an investor rights agreement granting Wishpond the right to nominate a majority of the board of directors as long as it maintains at least 20% ownership.

Key Details

• Transaction Structure: Three-cornered amalgamation involving G2M Cap, a wholly owned subsidiary (Subco), and SalesCloser. G2M Cap changed its name to SalesCloser Technologies Ltd. and continued from the Canada Business Corporations Act to the Business Corporations Act (British Columbia).
• Concurrent Financing: Completed a non-brokered private placement of 7,266,660 subscription receipts at $0.75 CAD per receipt for gross proceeds of $5.45 million CAD. The financing was upsized from $4 million to $5.45 million.
• Warrant Terms (Concurrent Financing): Each subscription receipt converted into one unit (one common share + 0.5 warrant). Warrants are exercisable at $1.25 CAD per share for 24 months. Acceleration provision triggers if VWAP exceeds $1.80 CAD for 10 consecutive trading days.
• Finder’s Fees (Concurrent): Cash fees of 7% of gross proceeds and finder’s warrants equal to 7% of securities sold, exercisable at $0.75 CAD for 24 months.
• Bridge Note Conversion: Bridge notes converted into 2,499,997 common shares. 175,000 finders' warrants (previously issued for bridge financing) assumed by the resulting issuer, exercisable at $0.60 CAD for two years.
• Share Consolidation: G2M Cap consolidated common shares on a 1-for-7.15 basis, resulting in 1,902,097 shares held by former shareholders.
• Founder Options: Granted to CEO Ali Tajskandar (2,533,333 options) and COO Jordan Gutierrez (1,266,667 options). Exercisable at $0.60 CAD, fully vested immediately, term of five years. Subject to escrow.
• Incentive Options: Aggregate of 2,403,700 incentive stock options granted to directors, officers, employees, and consultants. Exercisable at $0.75 CAD. 319,167 vest immediately; remainder vest over three years (1/3 on first anniversary, then quarterly). Expire seven years from grant.
• Inducement Shares: 356,641 common shares issued to Mr. Tajskandar pursuant to Exchange Policy 4.4 Section 6.4. Subject to escrow.
• Finder’s Fee Shares: 1,180,833 common shares issued to or at the direction of Robert Kiesman.
• Wishpond Consideration: Wishpond received 22.75 million common shares (1:1 exchange for SalesCloser shares and bridge notes), representing 63.3% of the resulting issuer. Shares subject to escrow.
• Capital Structure Post-Closing: Total 35,956,228 common shares issued and outstanding.
  • Wishpond: ~63.3%
  • Concurrent Financing Subscribers: ~20.2%
  • Bridge Financing Holders: ~7.0%
  • Former G2M Shareholders: ~5.3%
  • Finder’s Fee Shares: ~3.3%
  • Inducement Shares: ~1.0%
• Financial Metrics: SalesCloser ARR grew from ~$300,000 CAD (beginning of 2025) to >$2.0 million CAD. Gross margins expected to normalize above 80%.
• Board Changes: All former G2M directors/officers resigned. New Board: Ali Tajskandar (CEO/Chairman), Jordan Gutierrez (COO/Director), Hossein Malek (Lead Independent), Prashant Nedungadi (Independent), Kenshi Arasaki (Independent). New Management: Adrian Lim (CFO), Marcelo Negrini (CTO), Kendra Low (Corp Sec).
• Investor Rights Agreement: Wishpond has the right to nominate a majority of directors if it holds ≥20% ownership. Terminates if ownership falls below 20%.
• Investor Relations Agreements:
  • CapitaLynx Ltd. (Arx): 5-month initial term, $128,000 USD upfront fee, then $13,000 USD/month ($39,000/quarter).
  • bullVestor Medien GmbH: 6-month fixed term, $250,000 EUR non-refundable initial media deposit.
• Trading Information: Expected to commence trading as a Tier 2 issuer on the TSX Venture Exchange under symbol SCAI on or about March 30, 2026. New CUSIP: 79467H 10 2; ISIN: CA 79467H 10 2 9.

Notable Quotes

• "This transaction marks a defining milestone for SalesCloser as we begin trading as a standalone public company. In just over a year, we have grown annual recurring revenue from approximately $300,000 (Canadian) to over $2.0-million (Canadian) while building a conversational AI platform with strong early customer adoption." — Ali Tajskandar, CEO